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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 8, 1998
Healthcare Realty Trust Incorporated
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(Exact Name of Registrant as Specified in Its Charter)
Maryland 1-11852 62-1507028
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
Incorporation) Number)
3310 West End Avenue
Suite 400
Nashville, Tennessee 37203
(Address of Principal Executive Offices) --------
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(615) 269-9175
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
Healthcare Realty Trust Incorporated, a Maryland corporation ("HR"), has
entered into a Plan and Agreement of Merger, dated as of June 8, 1998 (the
"Merger Agreement"), with Capstone Capital Corporation, a Maryland corporation
("CCT"). Pursuant to and subject to the terms and conditions of the Merger
Agreement, HR Acquisition I Corporation, a wholly owned subsidiary of HR, will
be merged with and into CCT (the "Merger"), with CCT becoming a wholly owned
subsidiary of HR. Each share of CCT common stock will be converted into the
right to receive 0.8518 shares of HR common stock, $0.01 par value per share,
and each share of CCT Series A Cumulative Preferred Stock will be converted into
the right to receive one share of HR preferred stock, $0.01 par value per share,
having substantially the same rights and preferences.
The Merger is subject to approval by the stockholders of HR, approval by
the stockholders of CCT and certain other conditions as described in the Merger
Agreement.
On June 8, 1998, HR and CCT issued a press release (the "Press Release")
concerning the Merger and execution of the Merger Agreement.
The foregoing summary description of the Merger and related transactions
is qualified in its entirety by reference to the Merger Agreement and the Press
Release, which are attached as exhibits to this Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
2.1 Plan and Agreement of Merger, dated as of June 8, 1998, among
Healthcare Realty Trust Incorporated, HR Acquisition I Corporation and
Capstone Capital Corporation (as directed by Item 601(b)(2) of
Regulation S-K, certain schedules and exhibits to this document are
omitted from this filing, and the Registrant agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the
Securities and Exchange Commission upon request).
99.1 Press Release, dated June 8, 1998, issued by Healthcare Realty Trust
Incorporated and Capstone Capital Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEALTHCARE REALTY TRUST INCORPORATED
By: /s/ Roger O. West
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Roger O. West,
Executive Vice President
and General Counsel
Date: June 10, 1998
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EXHIBIT INDEX
No.:
- ----
2.1 Plan and Agreement of Merger, dated as of June 8, 1998, among
Healthcare Realty Trust Incorporated, HR Acquisition I Corporation and
Capstone Capital Corporation (as directed by Item 601(b)(2) of
Regulation S-K, certain schedules and exhibits to this document are
omitted from this filing, and the Registrant agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the
Securities and Exchange Commission upon request).
99.1 Press Release, dated June 8, 1998, issued by Healthcare Realty Trust
Incorporated and Capstone Capital Corporation.
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